TPP Real Estate Development Fund, LP 506(c) Offering Platform

INTRODUCTION TO OUR COMPANY

TPP Capital Management Group is a minority-owned real estate fund manager based in Philadelphia, Pennsylvania, formed to create impact investment opportunities that build wealth while rebuilding blighted and underserved urban communities within “certified opportunity zones”. TPP Capital is led by real estate, design and construction professionals who bring a combined 80 years of experience in the Philadelphia real estate market.

TPP Capital has put together a “family of funds” with a $300M target that will transform three (3) census tracts in Philadelphia County, Philadelphia, Pennsylvania adjacent to Temple University Health Science Campus (TUHSC). The partnership is capitalizing on the parcel assembly work conducted by key principals of senior management over the last five years. TPP Capital currently has site control and a pipeline of over $125M worth of ground-up new construction projects within these “certified opportunity zones” which addresses multiple housing and retail needs while driving positive social, environmental and economic change.

To provide a vehicle for our accredited investors to reduce realized and unrealized capital gains plus pay 0% capital gains on the new gains generated from the investment. This is achieved because our Opportunity Fund target projects in blighted urban neighborhoods or “certified opportunity zones” that are now eligible for breaks created by last year’s federal tax overhaul.

To catalyze a holistic community social and economic impact approach through job creation, providing access to fresh produce, fish, meats and healthy prepared foods, maintaining high quality housing options and delivering much needed neighborhood amenities.

This private placement memorandum available through this portal outlines the strategies for executing on these opportunities and the pertinent details regarding investment in TPP Fund securities.

"Do not go where the path may lead, go instead where there is no path and leave a trail."

More than 8,800 people work on or near the Temple University Health Sciences Campus (TUHSC) which spans 4 city blocks on Broad Street from Allegheny to Venango streets. The campus is home to Temple University Hospital, a teaching hospital; Lewis Katz School of Medicine; School of Pharmacy; Maurice H. Kornberg School of Dentistry; College of Public Health and Shriners Children’s Hospital. Buildings and facilities cover some 20 acres. At present, the surrounding area offers no attractive options for graduate students, moderate- or higher-income employees to live near their workplace.

Convenient public transportation:

Existing transit options make it easy for residents to get to and from Center City without a car. The investment area is bookended by two Broad Street Line subway stations: Erie to the North and Allegheny to the South. The Erie station offers express service to Center City. SEPTA's bus routes 4 and 16 serve Broad Street. Two blocks south of the investment area are SEPTA's North Broad Regional Rail station and Amtrak's North Philadelphia station. A New York investment group is planning for a $162M redevelopment project adjacent to North Philadelphia station.

Increasing K-12 education options:

In addition to the public elementary school in Tioga (Kenderton K-8), Mastery Charter Schools operates two nearby elementary schools (Grover Cleveland K-8 and new for 2018-19, Mastery Prep K-2), a middle school (Gratz Prep) and a high school (Simon Gratz). Next Generation Ministries operates a private Christian school (Spring Garden Academy PreK-8). A new, $40M Cristo Rey High School is under construction in Tioga at 17th & Allegheny. This independent Catholic school follows a work-study model in which students earn money toward tuition through part-time employment at a partnering business.

The Phase I investment area ( 5-city square block) is roughly bordered by N. Broad St. on the eastern end, Allegheny Ave. on the southern end, N. 18th St. on the western end and W. Erie Ave on the northern end.

"Our proprietary investment strategy is focused on scale, speed and a holistic community impact approach to real estate development."

— Clinton Bush, Chief Strategy Officer (CSO) —

TPP Real Estate Development Fund, LP 506(c) Offering Platform

Summary of Operations

TPP Capital currently has a pipeline of Forty-one (41) ground-up new construction projects within a 5-city square block area adjacent to the Temple University Health Sciences Campus (TUHSC). TPP Capital plans to develop these projects to provide affordable workforce, market rate, transit-oriented multifamily housing, mixed-use and commercial properties.

TPP Capital through its “family of funds” approach seeks an overall investment goal of $300 million in the 3 designated census tracts. In its initial 2 concurrent funds now open for investment, TPP Real Estate Development Fund seeks to raise $15M to $30M and TPP Real Estate Land Fund seeks to raise $15M to $30M. The planned term of each of the Fund’s is ten years (10) from the start of principal Fund activities.

As planned, TPP Real Estate Development Fund will invest 100% equity in the acquisition of approved Multifamily and Mixed-use parcels with existing public utilities in census tract 42101020101 and 42101020102 for ground-up development. TPP Capital anticipates the development will add to the neighborhood, 883 residential units for rent or sale and 150,000 square foot of commercial/retail/office space, as follows:

"When a flower doesn't bloom you fix the environment in which it grows, not the flower."

- Alexander den Heijer -

TPP Real Estate Development Fund, LP 506(c) Offering Platform

Social, Environmental and Economic Impact

The neighborhood adjacent to Temple University Health Sciences Campus (TUHSC) is home to 95% minority population living on low incomes or in poverty, amidst vacant houses, stores and lots. The leaders of TPP Capital envision a different Neighborhood with 8 years; an appealing community which people of varied income levels live, learn, work and play.

In addition to the planned investor-funded new real estate developments, TPP Capital intends to catalyze positive social, environmental and economic impacts within its Opportunity Zone by forming coalitions. Each coalition is a collaborative partnership between TPP Capital and residents, community groups, political leaders, business owners, foundations, corporations, nonprofits, philanthropists, social impact investors, developers, academia, lending institutions, city and state agencies.

TPP Capital is committed to six core areas of impact:

Workforce Housing

Food & Nutrition

Jobs and Social Enterprise

Financial Inclusion

Child & Adult Education

Energy & Environment

Workforce Housing:

To address the housing affordability crisis, TPP Capital through its “family of funds” will designate at minimum 10% of the units (excluding designated senior housing) as workforce housing that meets the criteria established in Philadelphia City Council’s Workforce Housing Initiative. Workforce Housing is high-quality yet affordable to middle-income workers. Typically, these middle-income workers earn too much to qualify for subsidized housing, but not enough to afford market rate apartments or home ownership in the communities near their place of employment. In addition, TPP Fund will work with strategic partners to develop its own workforce housing program with incentives for health care workers, teachers, police officers, firefighters, emergency medical technicians, active duty military and veterans similar to HUD's Good Neighbor Next Door program.

Food & Nutrition:

To address the need for fresh food in a community designated a "food desert," TPP Capital will provide commercial space in TPP Real Estate Development Funds buildings to catalyze two major projects. First, we intend to bring an indoor, vertical urban farm to the Neighborhood. The farm may involve adaptive reuse of an abandoned factory or ground-up new construction. Second, we intend to develop a 150,000SF fresh food hub on and around N. 17th Street (Erie to Allegheny), the designated community commercial corridor. The hub will include a community farmers market that rents retail space to 10-15 individually owned and operated real outlets offering fresh produce, fish, meats and healthy prepared foods. We envision that the hub will become an anchor for redevelopment.

Jobs and Social Enterprise:

To create jobs and attract social enterprises, TPP Capital intends to catalyze several major projects. We will work with community partners and established operators to create an indoor, vertical urban farm, a commercial kitchen and a café inside the fresh food hub. Selected operators will train and employ local residents, and teach leadership and life skills along with job skills. We also plan to provide grants that help socially responsible minority-, woman- and veteran-owned small businesses to open retail outlets in the fresh food hub. Grants to qualifying business owners will cover architectural design fees and the build-out of their retail space. In addition, TPP Capital will provide commercial space in TPP Real Estate Development Funds buildings to create co-working office space that attracts companies and individuals working in health, food innovation, research and technology.

Financial Inclusion

To address Housing stability, TPP Capital will catalyze ongoing community engagement and outreach for existing residents. Specific goals of the initiative are to: 1) transition long-term renters to homeownership and 2) work with seniors to determine their needs and explore housing options.

Child & Adult Education: Pre-School to PH.D

An education-focused community, from preschool to PhD, the development project plans to offer a continuum of education that lets students engage in real-time interactions with professors, service workers, entrepreneurs, health care professionals including doctors, nurses and researchers. TPP Capital anticipates: 1) Partnerships that will lead to a university or corporate-assisted PreK-8 public school in the neighborhood; and 2) Partnerships that will result in the development of the area’s first dedicated state-of-the-art teaching kitchen (Center for Culinary Medicine) to provides hands-on training for medical students, physicians, nurse practitioners, registered nurses, physician assistants, registered dietitians, pharmacists, certified diabetes educators and foodservice industries in the food hub. The Center will also run a year-round hands-on educational program to empower people who live and work in the area to make healthier food choices and prepare nutritious meals at home.

Energy & Environment:

To address energy and environment, TPP Capital will form strategic partnerships to create and deploy a simplistic yet efficient technological and sustainability package that will enhance the value of the funds For Sale Affordable Workforce Housing, Multi-family, Mixed-Use and Commercial assets. In addition, a single integrated technology platform and social network will be customized for the neighborhood offering visitors, people who work in the area, current residents and prospective residents an environment to communicate about everything from local events, volunteer opportunities, new business grand openings to ongoing construction projects.

"Leaders become great, not because of their power, but because of their ability to empower others."

- Anonymous -

TPP Real Estate Development Fund, LP506(c) Offering Platform

Company Management Team

The Company is currently managed by seasoned business and sector professionals dedicated to the success of the Company and efficient execution of its planned operations

Anthony B. Miles

A Philadelphia native and decorated Navy veteran, Anthony B. Miles has worked in urban real estate development and construction for more than 17 years. By successfully deploying the same strategies driving the TPP Fund, he previously revitalized a section of the Francisville area where he grew up, converting it from blighted and stagnant to a thriving and desirable community. His success has fueled his passion for combining wealth creation for investors with the social mission to revitalize underserved urban neighborhoods. Mr. Miles’ real estate experience has included rehab and ground-up construction involving most product types and several markets. His responsibilities have included site selection, site acquisition, entitlements, tax abatements, design, legal, finance, asset disposition and community engagement. Mr. Miles is also a small business coach, international speaker and author of personal finance self-help books, articles and reports. Since 1998, he has mentored the owners of 3,000 small and medium sized businesses and helped 9,000 nonprofits with sponsor recruitment. In addition, he is a Certified Lodging Owner involved in limited service hotel acquisitions. Mr. Miles started his career with a public housing authority in Pennsylvania, where he oversaw construction and maintenance for 1,600 residential units and supervised 50 employees and subcontractors. A decorated veteran of the United States Navy Nuclear Submarine Force, he majored in Electrical Engineering at Penn State University and in Education, Training & Development at Southern Illinois University.

Clinton Bush

Chief Strategic Officer

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Clinton Bush oversees all strategic initiatives and works directly with Anthony Miles to ensure its proprietary investment strategy reaches the organization’s goals of scale, speed and holistic community development. Clinton Bush is a well-rounded executive with 35 years as a chief strategist improving business operations in industries from food to real estate. A philanthropist at heart, Mr. Bush has donated $100’s of thousands to schools and nonprofits. Mr. Bush is a serial entrepreneur and innovative food developer.

As one example of a national best practice model Mr. Bush created was a food science / culinary arts laboratory for middle and high school students which gained the attention and partnership form some of the leading universities, institutions, food companies, manufacturers and executives such as Cornell University Food Science Department, Penn State University Food Science Department, St. Joseph University Food Marketing Department, Thinking Foods Inc, David Michael & Co. and Penford Food Ingredients. Mr. Bush has work with renown food scientists, chefs, and food industry leaders on a national and global basis.

Mr. Bush is a graduate of the Tuck School of Business at Dartmouth College and Penn State University Food Science Ice Cream Course.

Maryam K. Amaker

Maryam K. Amaker is a seasoned investor and developer of market rate condominiums and mixed-use real estate projects in Philadelphia. She is passionate about the revitalization of undervalued and underserved urban communities. Her 12 years of real estate experience includes aesthetic and interior design of multifamily and mixed-use properties, creating project specifications, conducting building inspections, acquiring land, managing construction, staging, marketing and disposition of assets. Ms. Amaker is founder of Grit & Gravitas Construction Company, a minority owned and operated firm that specializes in ground-up, multifamily and mixed-use assets. Ms. Amaker is a Pennsylvania Licensed Realtor.

Doris J. Harris

Senior Vice President and Director, Entitlements and Tax Abatements

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Ms. Harris has extensive knowledge in lot consolidation, subdivisions, zoning codes, zoning appeals, civic design review and building permits, gained during 11 years of industry experience in multifamily and mixed-use entitlements. She has served as Director of Entitlements & Tax Abatements for numerous investor groups and has been directly involved in the management of 50 multi-unit, commercial and mixed-use entitlements projects and tax abatement approvals. Giving back to the community is a priority for Ms. Harris, as evidenced by her 9 years as Founder and Executive Director of the Louis E. Harris Center for Youth and her involvement with Miles International, which trains nonprofit leaders worldwide to secure funding from corporations.

Alexis Miles

Vice President and Director, Social Impact

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Alexis Miles leads the development and implementation of our social and environmental impact strategies and their alignment with corporate strategy. She will plan, track and report impact metrics and outcomes across all 6 core sectors of community revitalization. She also will cultivate and manage local, regional and national collaborations and strategic partnerships focused on increasing social impact and improving outcomes in the target market area. Ms. Miles is CEO of Tax Abatement Today, LLC, a minority owned company that works with large and small developers of multifamily and commercial real estate to secure their City of Philadelphia 10-year tax abatements and building permits. Ms. Miles is a Pennsylvania licensed real estate agent. She attended Robert Morris University and Drexel University, where she studied Hospitality Management.

Michael D. Tucker, Jr.

Vice President and Director, Technology & Sustainability

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Michael Tucker heads the Technology and Sustainability efforts for TPP Capital “Family of Funds”. As Director his primary role is to form strategic partnerships to create and deploy a simplistic yet efficient technological and sustainability package that will enhance the value of our For Sale Affordable Workforce Housing, Multi-family, Mixed-Use and Commercial assets which in turn will increase the appeal of our finished products to include today's Tech Savvy/Environmentally Conscience buyer and renters. In addition, Michael will be tasked to facilitate the customization of a single integrated technology platform and social network for each “certified opportunity zone” offering visitors, people who work in the area, current residents and prospective residents an environment to communicate about everything from local events, volunteer opportunities, new business grand openings to ongoing construction projects. Michael holds a Bachelor’s of Science Degree in Business Management from Widener University.

Strategic Partners

TPP Capital Management Group, LLC has entered into strategic alliances with top industry professionals and prominent companies, some of which are highlighted here. TPP Capital is seeking additional alliances and partnerships with city government, community groups, economic development groups, educational institutions, nonprofit organizations, businesses and corporations interested in enhancing quality of life in the Tioga neighborhood of North Philadelphia.

Fund Administrator

IRA Custodian

Securities Law

Leasing, Property Management & Asset Disposition

Treasury Management

"While many of Philadelphia’s top tier markets are currently strong, it is the Fund Management belief that the area adjacent to the Temple University Health Science Campus will experience the strongest growth over the next 31 months."

- Maryam Amaker, Chief Operating Officer (COO)
-

TPP Real Estate Development Fund, LP506(c) Offering Platform

Terms of the offering

A private offering of Limited Partnership Interests

Minimum Purchase for Individuals: $25,000

Minimum Purchase for Institutional Investors: $250,000

ACCREDITED INVESTORS ONLY

Have a question about our offering?Please complete the contact form and we will get back to you.

TPP Real Estate Development Fund, LP506(c) Offering Platform

So Much More than what you See

Through the TPP Real Estate Development Fund, LP 506(c) Investor Portal, an accredited individual or institutional investor can become approved as a prospect and learn more about our investment opportunity.

Approved prospects can:

Access to the Private Placement Memorandum, which outlines our comapany and gives greater detail about our offering. Download a PDF to review on your time, read the ebook presentation online or request a hard copy of the documents;

Access to our SEC filing. Download a copy for your records or visit the sec.gov website;

View real time offering metrics of where we are in the offering process;

View the timeline of where you are in the investment process;

View company contact information and send emails directly to the administrator;

Easily upgrade to "investor" through the click of a button.

When you upgrade to investor, you gain additional access, as follows::

The ability to download subscription documents for completion;

Document upload of subscription and accredidation documents;

Specific process information for investing and instructions on transfer of investment funds;

Access to quarterly and annual reports;

Access to Financial documents;

Access to Supporting Documents;

Access to Asset Portfolio;

Access to News articles written by the company for the investors;

Access to documents that you have uploaded and have been uploaded to your account.

Ready to learn more about our investment opportunity?

Request Access now!

Regulation D 506(c) Mandated Legend

Any historical performance data represents past performance. Past performance does not guarantee future results; Current performance may be different than the performance data presented; The Company is not required by law to follow any standard methodology
when calculating and representing performance data; The performance of the Company may not be directly comparable to the performance of other private or registered funds or companies; The securities are being offered in reliance on an exemption from
the registration requirements, and therefore are not required to comply with certain specific disclosure requirements; The Securities and Exchange Commission has not passed upon the merits of or approved the securities, the terms of the offering, or
the accuracy of the materials.